Exhibit 8.1


                                           June 6, 2002



                      RE: Issuance and Sale of Equity Units
                          ---------------------------------

American Electric Power Company, Inc.
One Riverside Plaza
Columbus, Ohio  43215

Ladies and Gentlemen:

                  We have acted as tax counsel to American Electric Power
Company, Inc., a New York corporation (the "Company"), in connection with the
preparation and filing by the Company with the Securities and Exchange
Commission (the "Commission") of the Prospectus Supplement dated June 5, 2002 to
the Prospectus dated May 17, 2002 (together, the "Prospectus"), which formed a
part of the Registration Statement on Form S-3 filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Registration Statement"), in respect of the issuance of 6,000,000 (plus an
additional 900,000 if the over-allotment option is exercised in full by the
underwriters) Equity Units (the "Equity Units"), consisting of units initially
comprised of (i) a purchase contract under which the holder agrees to purchase,
and the Company agrees to sell, shares of common stock of the Company on or
before August 16, 2005 (a "Purchase Contract") and (ii) a 5.75% Company Senior
Note due August 16, 2007 having a $50 stated principal amount (a "Senior Note").
All capitalized terms used in this opinion letter and not otherwise defined
herein shall have the meanings ascribed to such terms in the Registration
Statement.



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                  In delivering this opinion letter, we have reviewed and relied
upon (i) the Prospectus; (ii) a form of the Indenture; (iii) a form of the Third
Supplemental Indenture; (iv) a form of the Senior Note; (v) a form of the
Purchase Contract Agreement; (vi) forms of the Global Stripped Units
Certificates; (vii) forms of the Global Equity Units Certificates; (viii) a form
of the Remarketing Agreement; (ix) a form of the Pledge Agreement; and (x) a
form of the Underwriting Agreement. We also have examined and relied upon
originals, or duplicates or certified or conformed copies, of such records of
the Company and such other documents, certificates, representations and records
as we have deemed necessary or appropriate as a basis for the opinion set forth
herein. In such examination, we have assumed the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as drafts or as duplicates or certified or conformed
copies, and the authenticity of the originals of such latter documents. In
addition, we also have assumed that factual representations made to us are true,
correct and complete and that the transactions related to the issuance of the
Equity Units and the Senior Notes will be consummated in accordance with the
terms of the documents and forms of documents described herein. If any of the
above described assumptions are untrue for any reason or if the issuance of the
Equity Units and the Senior Notes is consummated in a manner that is
inconsistent with the manner in which it is described in the Registration
Statement, our opinion as expressed below may be adversely affected and may not
be relied upon.

                  Based on the foregoing, it is our opinion that the statements
made in the Prospectus under the caption "United States Federal Income Tax
Consequences", insofar as they purport to constitute summaries of matters of
United States federal tax law and regulations or legal conclusions with respect
thereto, constitute accurate summaries of the matters described



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therein in all material respects.

                  We express no opinion with respect to the transactions
referred to herein or in the Prospectus other than as expressly set forth
herein.

                  Our opinion is based upon the Internal Revenue Code of 1986,
as amended, the Treasury regulations promulgated thereunder and other relevant
authorities and law, all as in effect on the date hereof. Consequently, future
changes in the law may cause the tax treatment of the transactions referred to
herein to be materially different from that described in the Prospectus. We
disclaim any undertaking to advise you of any subsequent changes of the matters
stated, represented or assumed herein or any subsequent changes in applicable
law, regulations or interpretations thereof.

                  We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the federal law of
the United States.

                  We consent to the filing of this opinion as an exhibit to the
Form 8-K to be filed with the Securities and Exchange Commission and to the
reference to our firm under the heading "Legal Matters" in the Prospectus that
forms a part of the Registration Statement.

                                                      Very truly yours,

                                                      SIMPSON THACHER & BARTLETT